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New Jersey le) Any other required state forms mendments to Certificate of Formation (mandatory, if applicable) Annual Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Certificate of Dissolution (mandatory, if applicabcord book (looseleaf binder) LLC Document Filing Checklist ­ New Jersey ? ? ? ? ? ? ? Application for Reservation of Limited Liability Company Name (if desired) Certificate of Formation (mandatory) Azation with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company reif desired, by filing with the state. Prepare Certificate of Formation Prepare Operating Agreement If desired, have attorney review Certificate of Formation prior to filing Review tax impact of organit ­ New Jersey ? ? ? ? ? ? ? ? ? ? ? ? Write state limited liability company office for information Complete Pre-Organization Worksheet Check annual fees and filing requirements Reserve company name, ment (majority/%/unanimous?): _________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklis___ Amendments to Certificate of Formation (majority/%/unanimous?): _______________________ ______________________________________________________________________________ Amendments to Operating Agree_____________________________________ New members: _________________________________________________________________ Termination of limited liability company: _________________________________________of membership interests: _________________________________________________ Expulsion of members: __________________________________________________________ Insurance needs: __________________________________________________ ___________________________________ Salary ________________________________________ ________________________________________ ________________________________________ Transfer Do ________________________________________ Loans to members: _____________________________________________________________ Salaries of members: Name ___________________________________ ___________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Financial authority : Name ___________________________________ Authority to_________________________ Date ____________________ Time _____________ Required vote for members actions: (majority/%/unanimous?): __________________________ Fiscal Year: _____________________________________ LLC Pre-Organization Worksheet 3 Company Operating Agreement Required quorum for members meetings: ____________________________________________ Annual members meeting: Place __________________________________________________ Cost of organization: ____________________________________________________________ Is qualification in other states necessary? _____________________________________________________ ________________________________________________ Proposed date of first members meeting: ____________________________________________ Proposed bank for company bank account: __________________________________ Proportionate Share of Profits and Losses ________________________________________________ ________________________________________________ ______________________________ess: $ _________________ Management of the company: Name __________________________________________ __________________________________________ __________________________________________ ________________________________________________________ ________________________________________________ Distribution and retention of profits and losses: _______________________________________ Initial indebtedn_________ __________________________________________ Proportionate Share of Profits and Losses ________________________________________________ ________________________________________________ ______ _________________ _________________ Members' share of profits and losses: Name __________________________________________ __________________________________________ _______________________________________ Value _________________ _________________ _________________ _________________ _________________ _________________ Value _________________ _________________ _________________ _________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ ______________________________________ _____________________________________ _____________________________________ _____________________________________ ________________ ________________ Cash/Property/Services ___________________________ ____________________ ____________________ ____________________ Cash/Property/Services _____________________________________ _____________________________________ _________________________________________ ____________________ ____________________ ____________________ ____________________ Additional contributions: $ Date when due: Name ____________________ ____________________ _________________________________________________________________ Initial investment total: $ ________________ Date when due: ________________ LLC Pre-Organization Worksheet 2 Name ____________________ ________________ _________________ _________________ _________________ _________________ Limited liability company's registered agent and office address: __________________________ ________________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Phone _________________ __________ame ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Address _____________________________________ ______________________________ _________________________________ ___________________________________________ Number of proposed members: ____________________________________________________ Proposed members of the company: N of those who will act as organizers: Name Address _________________________________ ___________________________________________ _________________________________ _____________________________________ew Jersey Company existence (limited or perpetual?): __________________________________________ Proposed date to begin company business: ___________________________________________ Names and addressesnses required: ______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Organization Matters State of organization: N Type of Business Purpose of limited liability company: _______________________________________________ ______________________________________________________________________________ State/local lice_______ ______________________________________________________________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 1 or lease?): _______________________________ ______________________________________________________________________________ Other places of business: __________________________________________________of principal place of business: ___________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own Location of Business Address of principal place of business: ______________________________________________ ______________________________________________________________________________ Description ______ ________________________ Phone __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ _ _______________________ _______________________ _______________________ Address ________________________ ________________________ ________________________ ________________________ ___________________________________________________________________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ _______________________ ______________________ted Liability Company First choice: ___________________________________________________________________ Alternate choices: _______________________________________________________________ _____________n Worksheet ­ New Jersey Name/Address of State Limited Liability Company Department: New Jersey Department of State Division of Commercial Recording CN 308 Trenton, NJ 08625 Proposed Name of the Limi Operating Agreement: Here should be the determination of how the limited liability company will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organizatiothat you may wish to be considered. Amendments to Certificate of Formation: Here should be the determination of how the limited liability company will amend the Certificate of Formation. Amendments tothe terms and conditions for their entry. Termination of limited liability company: How will the company end? Here list any considerations relating to the dissolution of the limited liability company bility policies. Also consider the need for the members or the company to provide the members with life and/or disability insurance. New members: Will new members be allowed in the company? Here note d consider the terms and conditions for the removal of members. Insurance: Under this heading, consider the types of insurance that you will need, ranging from general casualty to various business liarests in the limited liability company to third parties. This may range from "not at all" to "freely" or may be unanimous or majority consent of the other members. Expulsion of members: Here you shoulr their work on behalf of the company. Transfer of membership interests: Under this listing, a decision should be noted as to whether and how members are to be allowed to transfer their ownership inteans to members: In this item, decide if you wish the company to have the ability to make loans directly to its members. Salaries to members: Here you should decide if the members will earn a salary fohority of each proposed member to sign checks, borrow money in the company name, or sign documents in the name of the limited liability company. Instructions for LLC Pre-Organization Worksheet 3 Loyear and accounting type (cash or accrual) of the limited liability company should be chosen in advance. Please consult with a competent accounting professional. Financial authority: Here list the autis is normally set at a "majority" (more than 50 percent), although this figure can be set higher and can be made to be unanimous. Fiscal year and accounting type: For accounting purposes, the fiscal um of members is present at a meeting, this is the percentage of ownership shares of the limited liability company that must vote in the affirmative in order to officially pass any member business. Thh this figure can be set higher. Annual members meeting: The date, time, and place of the annual members meeting should be specified. Required vote for member action: Once it is determined that a quorres in the limited liability company that must be represented at a members meeting in order to officially transact any company business. This is normally set at a "majority" (over 50 percent), althougour limited liability company qualify for activities in another state, you are advised to consult a competent business attorney. Required quorum for members: This is the percentage of ownership of shate of Authority to Transact Business from the other state. In this context, a limited liability company from another state is referred to as a "foreign" limited liability company. If you desire that y actively conduct business in a state other that the main state of organization, it is necessary to "qualify" the limited liability company in that state. This generally requires obtaining a Certificance (legal or accounting); the cost of procuring the necessary supplies; and any other direct costs of the organization process. Out-of-state qualification: If the limited liability company desires toin New Jersey is a filing fee of $125. (Please note that a complete fee schedule is available at the web address listed above). This cost should also reflect the cost of obtaining professional assistae the company accounts. Obtain from the bank the necessary bank resolution form, which will be signed by the members at the first members meeting. Cost of organization: The state fee for organization g of the members, at which the company Operating Agreement will be officially adopted Proposed bank for company bank account: In advance of organization, you should determine the bank which will handlor managers only, note the decision here. Also note who will actually comprise the management of the company. Date of first members meeting: This will be the date proposed for holding the first meetinnvestment, note that here. Instructions for LLC Pre-Organization Worksheet 2 Management of the limited liability company: If the business is to be managed by members only, or members and managers, y. Distribution of profits and losses: Here decide how the limited liability company will distribute its profits and losses to each partner. If the company will retain a portion of the profits for reis decide in what proportions the profits and losses of the business will be distributed to the members. This may, but need not, be based on the amount of the contributions of the members to the companm here. Initial indebtedness: If there is to be any initial indebtedness for the limited liability company, please list it here. Share of profits and losses: Under this heading is noted how the memberList also the dates on which the contributions are to be made. Additional contributions by members: If there are to be planned additional member contributions of money, services, or property, list theo the limited liability company upon its beginning business. This transfer will be in exchange for ownership interests in the limited liability company. This is also referred to as "paid-in capital." the main owner or the attorney of the limited liability company is selected as the registered agent. Initial Investment: This figure is the total amount of money or property that will be transferred t is: to accept subpoenas or summons on behalf of the limited liability company). The person need not be a member of the limited liability company. The registered agent need not be a lawyer. Normally, will act as the registered agent of the limited liability company. All states require that a specific person be available as the agent of the limited liability company for the service of process (thathese names and addresses be stated in the Certificate of Formation. Limited liability company's registered agent and address: Here you should list the name and actual street address of the person who rs may be natural persons or business entities. Proposed members: Here you should list the names and addresses of the proposed members of the company, although in New Jersey, it is not required that ter of organizers is two. Organizers need not be natural persons, nor need they be members. Number of members: In New Jersey, the minimum number of members for a limited liability company is two. Membeto a later date if so stated in the Certificate of Formation. Organizers: This should be the person (or persons) who will prepare and file the Certificate of Formation. In New Jersey, the minimum numbs of your limited liability company will continue to be legally liable for any business conducted on behalf of the proposed limited liability company. In New Jersey, the effective date may be delayed ity company to begin its legal existence. Until this date (actually, until the Instructions for LLC Pre-Organization Worksheet 1 state formally approves the Certificate of Formation), the organizerl (forever) or limited to a certain length. In virtually all cases, you should choose perpetual. Proposed date to begin company business: This should be the date on which you expect the limited liabiluld be noted here. State of organization: In general, the limited liability company should be organized in the state in which it will conduct business. Company existence: The choices here are perpetua of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferred into the limited liability company, they shoain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent local attorney for details regarding the typesf business. Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A Federal tax ID number must be obtained by all limited liability companies. Additionally, cert main activity of the business; for example, "to conduct any and all lawful business." State/local licenses required: Here you should note any specific requirements for licenses to operate your type obility company is homebased, this address should be the home address. Purpose of limited liability company: All states provide for the use of an "all-purpose" business purpose clause in describing thestages of the limited liability company. Principal place of business: This must be the address of the actual physical location of the main business. It may not be a post office box. If the limited liaords "Limited Liability Company" or the abbreviation "LLC." Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning se to clearly explain the business of the limited liability company through the choice of name. In New Jersey, a company name may be reserved for 120 days for a fee of $50. The name must contain the w of a name is often crucial to the success of a limited liability company. The name must not conflict with any existing company names, nor must it be deceptively similar to other names. It is often wiformation will save you time and trouble. Note that you can also download state forms and fee schedules at http://www.state.nj.us/treasury/revenue/dcr/geninfo/corpman.html. Company name: The selectionl available information on organization of a limited liability company in the State of New Jersey, as state laws and fees charged for organization are subject to change. Having the latest available inLC Pre-Organization Worksheet ­ New Jersey Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requesting al, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for L(including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages ed warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its advice. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implitate's Secretary of State or visit their website at http://www.state.nj.us. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal Worksheet Pre-Organization Checklist Document Filing Checklist Note: Please note that the state specific information provided in this packet may change. To ensure its accuracy, please contact your spals of the company with vital support for later decisions that may be required. Included in this kit are the following: · · · · Instructions for completing Pre-Organization Worksheet Pre-Organizationicult problems of company management in advance. The use of a written worksheet will also provide all persons involved with a clear and permanent record of the information. This may provide the princiscussions regarding the questions of voting rights, distribution of profits, amounts of contributions, and other management decisions often will enable potential associates to resolve many of the diffon among the persons who are desiring to form the limited liability company. Often, conflicts and demands are not known until the actual process of determining the company's structure begins. Frank dility company's purpose, structure and governance prior to organization within the State of New Jersey. The process of preparing this worksheet will also help uncover any potential differences of opiniInformation LLC Pre-Organization Kit ­ New Jersey Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liabi New Jersey